#### UNITED STATES



SECURITIES AND EXCHANGE COMMISSION



Washington D.C. 20549



#### FORM 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)



OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended April 30, 2001 Commission File Number 0-28759

Real Estate Opportunities, Inc.



(Exact name of registrant as specified in its charter)



|Colorado                                                       | 84-1461919                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer
Identification No.)



(303) 393-1600


(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.



|X YES | NO
|----- | --
|







#### PART I. - FINANCIAL INFORMATION

|                                                                       |                                             | Page
|---------------------------------------------------------------------- | ------------------------------------------- | ----
|Item 1. Financial Statements                                           |                                            
|                                                                       |                                             |     
|Condensed, consolidated balance sheet April 30, 2001
      (Unaudited) | 3                                          
|                                                                       |                                             |     
|Condensed, consolidated statements of operations - Three months ended  |                                            
|                                                                       | through April 30, 2001 and 2000 (Unaudited) | 4   
|                                                                       |                                             |     
|Condensed, consolidated statements of cash flows - Three months ended  |                                            
|                                                                       | through April 30, 2001 and 2000 (Unaudited) | 5   
|                                                                       |                                             |     
|Notes to condensed, consolidated financial statements (Unaudited)      | 6                                          
|                                                                       |                                             |     
|Item 2. Management's Discussion and Analysis                           | 10                                         

PART II. - OTHER INFORMATION



|Item       | 1. | Legal Proceedings                                   | 11
|---------- | -- | --------------------------------------------------- | --
|Item       | 2. | Changes In Securities                               | 11
|Item       | 3. | Defaults Upon Senior Securities                     | 11
|Item       | 4. | Submission of Matters To A Vote of Security Holders | 11
|Item       | 5. | Other Information                                   | 11
|Item       | 6. | Exhibits and Reports on Form 8-K                    | 11
|           |    |                                                     |   
|Signatures | 12



---





#### BALANCE SHEET
April 30,2001AssetsCurrent assets:Cash
    
    
    $
    84,108Indebtedness from related party
    
    500Other receivables
    
    260Prepaid expenses
    
    2,576Residential development:Town of Firestone
    
    582,023Town of Frederick
    
    786,185Commercial rental property
    
    -Investment acquired from related party
    
    26,6221,482,274Liabilities and Shareholders' EquityLiabilities:Acquisition and development notes:Town of Firestone:Related parties
    $
    415,206Other
    
    73,391Town of Frederick:Related parties
    
    22,387Other
    
    458,627Commercial rental property notes:Related parties
    
    -Other
    
    -Loans payable related parties
    
    169,000Loans payable
    
    -Accrued interest payable:Related parties
    
    13,883Other
    
    10,282Accounts payable
    
    31,589Deposits
    
    -Income taxes payable
    
    77,711Accrued real estate taxes
    
    7,058Total liabilities
    
    1,279,134Commitment
    
    -Shareholders' equity:Common stock, $0.001 par value, 50,000,000 shares authorized,6,872,433 shares issued and outstanding
    
    6,873Additional paid-in capital
    
    20,473Stock option to purchase 200,000 shares ofcommon stock outstanding
    
    16,500Retained earnings
    
    159,294Total shareholders' equity
    
    203,140$
    1,482,274



---

|                                           |                                                                       |        |           |                                                       |           | Three Months Ended
|------------------------------------------ | --------------------------------------------------------------------- | ------ | --------- | ----------------------------------------------------- | --------- | ------------------
|                                           |                                                                       |        |           |                                                       |           | April 30,         
|                                           |                                                                       |        |           |                                                       |           | 2001              
|                                           |                                                                       |        |           |                                                       |           |                   
|Operating activities:                      |                                                                       |        |           |                                                      
|                                           | Sales of real estate                                                  | $      | 516,066   | $                                                     | -        
|                                           | Sales of real estate, related party                                   |        | 54,745    |                                                       | -        
|                                           | Rental income                                                         |        | 965       |                                                       | 132      
|                                           |                                                                       |        |           |                                                       |           |                   
|                                           |                                                                       |        |           | Total operating income                                |           | 571,776           
|                                           |                                                                       |        |           |                                                       |           |                   
|Cost of sales:                             |                                                                       |        |           |                                                       |          
|                                           | Cost
      of real estate                                             |        | 296,323   |                                                       | -        
|                                           | Sales commissions paid to related party                               |        | 11,750    |                                                       | -        
|                                           |                                                                       |        |           |                                                       |           |                   
|                                           |                                                                       |        |           | Total cost of real estate                             |           | 308,073           
|                                           |                                                                       |        |           |                                                       |           |                   
|                                           |                                                                       |        |           |                                                       |           | 263,703           
|                                           |                                                                       |        |           |                                                       |           |                   
|Operating expenses:                        |                                                                       |        |           |                                                      
|                                           | General
      and administrative expenses                             |        | 96,328    |                                                       | 4,197    
|                                           | General
      and administrative-stock based compensation             |        | -         |                                                       | 3,600    
|                                           | General
      and administrative expenses-related parties             |        | 2,400     |                                                       | 1,500    
|                                           |                                                                       |        |           | Total
      general and administrative expenses       |           | 98,728            
|                                           |                                                                       |        |           |                                                       |           |                   
|                                           |                                                                       |        |           | Operating income (loss)                               |           | 164,975           
|                                           |                                                                       |        |           |                                                       |           |                   
|Other
      income (expense):              |                                                                       |        |           |                                                      
|                                           | Other
      income                                                    |        | 5,900     |                                                       | -        
|                                           | Gain
      on sale of assets acquired from related party              |        | 58,606    |                                                       | -        
|                                           | Interest
      (expense)                                              |        | (12,976)  |                                                       | (10,083) 
|                                           |                                                                       |        |           |                                                       |           |                   
|                                           |                                                                       |        |           | Total other income
      (expense)                    |           | 51,530            
|                                           |                                                                       |        |           |                                                       |           |                   
|                                           |                                                                       |        |           | Income
      (loss) before provision for income taxes |           | 216,505           
|                                           |                                                                       |        |           |                                                       |           |                   
|Provision
      for income taxes - benefit |                                                                       | 77,711 |           | -                                                    
|                                           |                                                                       |        |           |                                                       |           |                   
|                                           |                                                                       |        |           | Net income (loss)                                     | $         | 138,794           
|                                           |                                                                       |        |           |                                                       |           |                   
|Net
      income (loss) per share:         |                                                                       |        |           |                                                      
|                                           | Basic                                                                 |        |           |                                                       | 0.022     |                   
|                                           |                                                                       |        |           |                                                       |          
|                                           | Number
      of shares used for computing net income (loss) per share |        | 6,337,371 |                                                       | 3,441,430
|                                           |                                                                       |        |           |                                                       |           |                   
|                                           |                                                                       |        |           |                                                       |           |                   
|                                           | Diluted                                                               |        |           | 0.022                                                 |           | -                 
|                                           |                                                                       |        |           |                                                       |          
|                                           | Number
      of shares used for computing net income (loss) per share |        | 6,376,615 |                                                       | 3,441,430
|                                           |                                                                       |        |           |                                                       |          



---

---



|                                                        |                                                                                                   |                                        |           |                                                        |          | Three Months Ended
|------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | -------------------------------------- | --------- | ------------------------------------------------------ | -------- | ------------------
|                                                        |                                                                                                   |                                        |           |                                                        |          | April 30,         
|                                                        |                                                                                                   |                                        |           |                                                        |          |                   
|                                                        |                                                                                                   |                                        |           |                                                        |          | 2001              
|                                                        |                                                                                                   |                                        |           |                                                        |          |                   
|Cash
      flows from operating activities:             |                                                                                                   |                                        |           |                                                       
|                                                        | Net cash used by operating activities                                                             | $                                      | (28,843)  | $                                                      | (15,575)
|                                                        |                                                                                                   |                                        |           |                                                        |          |                   
|Cash flows
      from investing activities (Notes 2&3): |                                                                                                   |                                        |           |                                                       
|                                                        | Cash paid for
      participation interest in ATC common stock, acquired from                     |                                        |           |                                                        |         
|                                                        |                                                                                                   | related
      party (Note 2)           |           | -                                                      |          | (26,480)          
|                                                        | Cash
      paid for rights to future revenues from a certain note receivable,
      acquired from |                                        |           |                                                        |         
|                                                        |                                                                                                   | related
      party (Note 2)           |           | -                                                      |          | (14,430)          
|                                                        | Cash
      paid for rights to future revenues from real estate development, acquired
      from   |                                        |           |                                                        |         
|                                                        |                                                                                                   | related
      party (Note 2)           |           | -                                                      |          | (92,154)          
|                                                        |                                                                                                   |                                        |           |                                                        |          |                   
|                                                        |                                                                                                   |                                        |           | Net
      cash received (used) by investing activities |          | -                 
|                                                        |                                                                                                   |                                        |           |                                                        |          |                   
|Cash flows
      from financing activities (Notes 2&5): |                                                                                                   |                                        |           |                                                       
|                                                        | Short-term
      borrowings, related parties (Note 2)                                             |                                        | 373,000   |                                                        | -       
|                                                        | Repayment
      of short-term borrowings, related parties (Note 2)                                |                                        | (204,000) |                                                        | -       
|                                                        | Indebtedness
      of related party (Note 2)                                                      |                                        | (21,537)  |                                                        | -       
|                                                        | Repayment
      of indebtedness, related party (Note 2)                                           |                                        | 21,037    |                                                        | -       
|                                                        | Short-term
      borrowings, other                                                                |                                        | -         |                                                        | -       
|                                                        | Repayment
      of short-term borrowings, other                                                   |                                        | (60,000)  |                                                        | -       
|                                                        | Principal
      payments to related party on notes payable (Note 4)                               |                                        | -         |                                                        | (22,489)
|                                                        | Proceeds
      from the sale of common stock, net of offering costs (Note 8)                      |                                        | -         |                                                        | 200,064 
|                                                        |                                                                                                   |                                        |           |                                                        |          |                   
|                                                        |                                                                                                   |                                        |           | Net cash
      provided by financing activities        |          | 108,500           
|                                                        |                                                                                                   |                                        |           |                                                        |          |                   
|Net
      change in cash                                |                                                                                                   | 79,657                                 |           | 28,936                                                
|Cash
      at beginning of period                       |                                                                                                   | 4,451                                  |           | -                                                     
|                                                        |                                                                                                   |                                        |           |                                                        |          |                   
|                                                        |                                                                                                   |                                        |           | Cash at end of period                                  | $        | 84,108            
|                                                        |                                                                                                   |                                        |           |                                                        |          |                   
|SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION: |                                                                                                   |                                        |           |                                                       
|                                                        |                                                                                                   |                                        |           |                                                        |          |                   
|                                                        | Cash paid during the period for:                                                                  |                                        |           |                                                        |         
|                                                        |                                                                                                   | Interest                               | $         | 35,779                                                 | $        | -                 
|                                                        |                                                                                                   |                                        |           |                                                        |          |                   
|                                                        |                                                                                                   | Income
      taxes                     | $         | 4,734                                                  | $        | -                 
|                                                        |                                                                                                   |                                        |           |                                                        |          |                   
|                                                        | Noncash financing activities:                                                                    
|                                                        |                                                                                                   | Common
      stock issued for property | $         | -                                                      | $        | 253,000           
|                                                        |                                                                                                   |                                        |           |                                                        |          |                   
|                                                        |                                                                                                   | Common
      stock issued for debt     | $         | -                                                      | $        | 12,732            
|                                                        |                                                                                                   |                                        |           |                                                        |          |                   

#### REAL ESTATE OPPORTUNITIES, INC.
NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS

The financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its annual 10-KSB report dated January 31, 2001 and should be read in conjunction with the notes thereto.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made.  The results of operations for the
periods presented are not necessarily indicative of the results to be expected for the year.

Interim financial data presented herein are unaudited.

Note 2: Related party transactions

During the three months ended April 30, 2001:

(a)	The Company rented office space from an affiliate. Total cost for the period ended April 30, 2001 was $1,500.

(b)	The Company paid an affiliate for accounting services.  Total cost for the period ended April 30, 2001 was $900.

(c)	The Company loaned an affiliate $500 to be repaid during the second quarter of 2001 without interest.

(d)	The Company sold retail space to an affiliate, Color-Spec Technologies, Inc. for the amount of $54,745.  Net cash received from the affiliate totaled $47,052.

(e)	The Company assigned a note receivable in the amount of $60,000 to Krupka Brophy Profit Sharing Plan in exchange for principle debt.

(f)	The Company received from Platinum Financial Fund, LLC proceeds from the sale of its participation interest.  Proceeds received totaled $82,046.  The Company recorded a gain from the sale of the stock in the amount of $58,606.  The balance of the
participation interest at April 30, 2001 is $26,622.

(g)	The Company accrued interest on notes to the Krupka-Brophy Profit Sharing Plan totaling $13,883.

(h)	The Company borrowed a total amount of $204,000 from affiliates.  The loans include $70,000 from Color-Spec Technologies, Inc, $40,000 from Cape Aloe Corp.,  $15,000 from Advanced Gas & Oil Corp., $39,000 from Platinum Financial Fund, LLC, and
$40,000 from Krupka-Brophy Profit Sharing Plan.  During April, 2001, the Company repaid the $204,000 that it borrowed.

(i)	The Company also borrowed $169,000 discussed in other notes payable in Note 3, below.

(j)	The Company loaned a director $21,038 and $500 to an affiliate.  The Company received payment of $21,038 in April, 2001.

(k)	The Company repaid debt principal and interest to affiliates as follows:



|Commercial rental property - related parties                       |                                                                           | Principle |         | Interest
|------------------------------------------------------------------ | ------------------------------------------------------------------------- | --------- | ------- | --------
|Note payable to Asset Realization, Inc., (an affiliate),           |                                                                           |           |        
|                                                                   | collateralized by a first deed of trust, at 13% interest, due at maturity |           |         |         
|                                                                   | of principal of $12,591 and interest of $334 at maturity of               |           |         |         
|                                                                   | of June 15, 2001 .                                                        | $         | 12,519  | $       
|Note payable to Color-Spec Technologies, Inc., (an affiliate),     |                                                                           |           |         |         
|                                                                   | collateralized by a first deed of trust, at 13% interest, due at maturity |           |         |         
|                                                                   | of principal of $20,000 and interest of $534 at maturity of               |           |         |         
|                                                                   | of June 15, 2001 .                                                        |           | 20,000  |         
|                                                                   |                                                                           |           |         |         
|                                                                   | Firstone development property - related parties                           |           |         |         
|Note payable to Krupka-Brophy Profit Sharing Plan, (an affiliate), |                                                                           |           |        
|                                                                   | collateralized by a first deed of trust, at 13.5% interest, due at        |           |         |         
|                                                                   | maturity of principal of $38,799 and interest of $1,980 at maturity of    |           |         |         
|                                                                   | of October 26, 2001 .                                                     |           | 38,799  |         
|                                                                   |                                                                           |           |         |         
|                                                                   | Frederick development property - related parties                          |           |         |         
|Note payable to Krupka-Brophy Profit Sharing Plan, (an affiliate), |                                                                           |           |        
|                                                                   | collateralized by a first deed of trust, at 6% interest, due at           |           |         |         
|                                                                   | maturity of principal of $27,639 and interest of $341at maturity of       |           |         |         
|                                                                   | of December 15, 2001 .                                                    |           | 27,639  |         
|Note payable to Krupka-Brophy Profit Sharing Plan, (an affiliate), |                                                                           |           |         |         
|                                                                   | collateralized by a first deed of trust, at 8.5% interest, due at         |           |         |         
|                                                                   | maturity of principal of $270,107 and interest of $6,020 at maturity of   |           |         |         
|                                                                   | of June 1, 2001 .                                                         |           | 270,107 |         
|                                                                   |                                                                           |           |         |         
|                                                                   | Total principal and interest paid                                         | $         | 369,064 | $       



|Commercial rental property - others                                     |                                    | Principle |         | Interest
|----------------------------------------------------------------------- | ---------------------------------- | --------- | ------- | --------
|Note
      payable to Edward Herber, collateralized by a deed of trust, |                                    |           |         |         
|                                                                        | at 13% interest, due June 15, 2001 | $         | 15,000  | $       
|Note payable to Shirley Herber, collateralized by a deed of trust,      |                                    |           |         |         
|                                                                        | at 13% interest, due June 15, 2001 |           | 15,000  |         
|Note payable to Robert Singer, collateralized by a deed of trust,       |                                    |           |         |         
|                                                                        | at 13% interest, due June 15, 2001 |           | 38,085  |         
|Note payable to Thomas Vesey, collateralized by a deed of trust,        |                                    |           |         |         
|                                                                        | at 13% interest, due June 15, 2001 |           | 39,396  |         
|                                                                        |                                    |           |         |         
|                                                                        | Total principal and interest paid  | $         | 107,481 | $       

Note 3:  Long-term debt

Acquisition and development notes consist of the following as of April 30, 2001:



|Firestone development - related parties:                          |                                                                 | As of April 30, 2001
|----------------------------------------------------------------- | --------------------------------------------------------------- | --------------------
|Note payable to Krupka-Brophy Profit Sharing plan (an affiliate), |                                                                 |                     
|                                                                  | collateralized by a first deed of trust, at 9 percent interest, |                     
|                                                                  | with semi-annual payments of $39,730 and a balloon payment      |                     
|                                                                  | of $503,410 due February 3, 2002                                | $                   

|Firestone development - other                                 |                                                                 |  
|------------------------------------------------------------- | --------------------------------------------------------------- | -
|Note payable to an unrelated third-party, collateralized by a |                                                                 |  
|                                                              | first deed of trust, at 13.5 percent interest, with semi-annual |  
|                                                              | payments of $6,338 and a balloon payment of $32,971             |  
|                                                              | due February 3, 2002                                            | $
|Note payable to an unrelated third-party, collateralized by a |                                                                 |  
|                                                              | first deed of trust, at 13.5 percent interest, with semi-annual |  
|                                                              | payments of $5,363 and a balloon payment of $53,520             |  
|                                                              | due February 3, 2002                                            |  
|                                                              |                                                                 | $

|Frederick development-related parties                                |                                                                   |  
|-------------------------------------------------------------------- | ----------------------------------------------------------------- | -
|Note payable to Krupka-Brophy Profit Sharing Plan, collateralized by |                                                                   |  
|                                                                     | a first deed of trust, at 8.5%, with quarterly payments of $4,000 |  
|                                                                     | and a balloon payment of $285,255 due June 1, 2001                | $

|Frederick development - other                                         |                                                                      |  
|--------------------------------------------------------------------- | -------------------------------------------------------------------- | -
|Note payable to Nancy Miller, collateralized by deed of trust,        |                                                                      |  
|                                                                      | at 13.5% omterest, with monthly payments of $1,300 and a             |  
|                                                                      | balloon payment of $103,600 due June 1, 2001                         | $
|Note payable to Robert Singer, collateralized by deed of trust,       |                                                                      |  
|                                                                      | at 15% interest, with monthly payments of $1,875 and a               |  
|                                                                      | balloon payment of $152,030 due October 4, 2001                      |  
|Note payable to Robert Singer, collateralized by deed of trust,       |                                                                      |  
|                                                                      | at 15% interest, with a balloon payment of $131,866 due June 1, 2001 |  
|Note payable to Jack Ford Profit Sharing Plan, collateralized by deed |                                                                      |  
|                                                                      | of trust, at 14% interest, with monthly payments of $4,000 and a     |  
|                                                                      | balloon payment of $191,288 due March 1, 2002                        |  
|                                                                      |                                                                      | $

|Other notes payable - related parties                                |                                                                 |       |         |  
|-------------------------------------------------------------------- | --------------------------------------------------------------- | ----- | ------- | -
|Note payable to Color-Spec Technologies, Inc for $24,000, unsecured, |                                                                 |       |         |  
|                                                                     | bearing interest at 15% maturing on October 1, 2001 .           | $     | 24,000  | $
|Note payable to Color-Spec Technologies, Inc for $75,000, unsecured, |                                                                 |       |         |  
|                                                                     | bearing interest at 16% maturing on July 1, 2001                |       | 75,000  |  
|Note payable to Platinum Financial Fund, LLC for $10,000, unsecured, |                                                                 |       |         |  
|                                                                     | bearing interest at 15% maturing on October 1, 2001             |       | 10,000  |  
|Note payable to Krupka-Brophy Profit Sharing Plan for $52,000,       |                                                                 |       |         |  
|                                                                     | unsecured, bearing interest at 15% maturing on October 1, 2001. |       | 52,000  |  
|                                                                     |                                                                 |       |         |  
|                                                                     | Other loans payable                                             |       |         |  
|Short term loan payable to Platinum Financial Fund, LLC, unsecured,  |                                                                 | 8,000 |         | -
|                                                                     |                                                                 | $     | 169,000 | $

Aggregate maturities required on long-term debt at January 31, 2001 as follows:



|2002 | $ | 355,076
|---- | - | -------
|2003 |   | 614,535
|2004 |   | -      
|     | $ | 969,611

Note 4:  Income taxes

The Company records its income taxes in accordance with Statement of Financial Accounting Standard No. 109, Accounting for Income Taxes.  The Company incurred net operating income during the three months ended April 30, 2001 and net operating losses for
the three months ended April 30, 2000, resulting in income tax payable in the amount of $77,711and a deferred tax asset, which was fully allowed for, which resulted in the net benefit and expense result in $0 income taxes, respectively.



#### REAL ESTATE OPPORTUNITIES, INC.



PART I. FINANCIAL INFORMATION



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

Forward-Looking Statements

The following discussion contains forward-looking statements regarding our Company, its business, prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual
business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: our ability to successfully
develop new products for new markets; the impact of competition on our revenues, changes in law or regulatory requirements that adversely affect or preclude clients from using our products for certain applications; delays our introduction of new products
or services; and our failure to keep pace with
emerging technologies.

When used in this discussion, words such as "believes", "anticipates", "expects", "intends" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of
identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Our Company undertakes no obligation to revise any forward-looking statements in
order to reflect events or circumstances that may subsequently arise.
Readers are urged to carefully review and consider the various disclosures made by us in this report and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors
that may affect our business.

Results of Operations

We have begun generating operating revenues. We were profitable for the year ending January 31, 2001, and have generated a profit for the first quarter ended April 30, 2001. Our net income for the three months ended April 30, 2001 was $138,794, compared
to a loss of $19,248 for the three months ended April 30 2000.  Our net income per share, on a fully diluted basis, was $0.22 per share for the three months ended April 30, 2001, compared to no income per share for the three months ended April 30, 2000.

We had total revenues of $275,453 for the three months ended April 30, 2001, which compares to revenues of $132 for the three months ended April 30, 2000. Total operating expenses, which consisted solely of general and administrative expenses, were
$110,478 for the three months ended April 30, 2001, compared to $29,906 for the three months ended April 30, 2000. The major components of general and administrative expenses are legal, accounting, rent and other expenses for the three months ended April
30, 2001 and commissions, consulting, wages, and related expenses and other expenses for the three months ended April 30, 2000.

The main reason for our profit was the sale of some of our existing real estate properties. We anticipate increased
revenues from the continued development of our real properties and plan to be profitable in the next fiscal quarter. We will continue to look for more real estate projects to develop.

Liquidity and Capital Resources

Our net cash increased to $84,108 as of April 30, 2001, compared to $28,936 as of April 30, 2000.

Our net cash received from financing activities was $108,500 for the three months ended April 30, 2001, compared to having received $177,575 for the three months ended April 30, 2000. All of the cash from financing activities for the three months ended
April 30, 2001 came as loans from related parties. Portions of these advances were repaid to
these parties. Eventually, all of these advances must be repaid. We expect to repay the advances from the sale of our investment real estate properties.

We have an account receivable of $260 and prepaid expenses of $2576 for the current period.

We are in the strongest financial condition in our history. We continue to operate with minimal overhead. We cannot guarantee that we will be able to maintain our current situation or to increase our profitability.

We plan to seek additional real estate development projects to complete. Our plan is to build our Company in any manner which will be successful. To that end, we may also look for other acquisition candidates, although we have concluded no additional
acquisitions and have spoken with no other potential candidates.



#### PART II. - OTHER INFORMATION

Items 1 Through 5 - No response required.

Item 6 - Exhibits and reports on Form 8-K.



#### REAL ESTATE OPPORTUNITIES, INC.



SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|Real Estate Opportunities, Inc. | Date: 6/13/01
|------------------------------- | -------------
|By: F. Jeffrey Krupka (signed)  |              
|Chief Financial Officer         |